Note

Liquidity and Profitability

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do

not

include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company management believes that cash on hand and a line of credit from a related party will be adequate to fund its limited overhead and other cash requirements for the next

twelve

months.

During

2017

the Company completed a private placement of its common stock, raising

$1,940,005.

As of

September 30, 2019,

the Company had a cash balance of

$32,233

and negative working capital of approximately

$251,000.

We have undertaken, and will continue to implement, various measures to address our financial condition, including:

●

Consummate the acquisition of

shopping centers referred to in Note

We have executed merger agreements however there can be

assurance we will be able to consummate the Transaction.

●

BSR has agreed to pay the Company, effective

July 1

through

November 30, 2019,

$25,000

per month if the closing of the Transaction has

not

been completed by the end of the previous month.

●

The Company received

$75,000

from BSR for the

three

and

nine

months ended

September 30, 2019

and recorded the amount received as an offset to g&a expenses paid by the Company related to the merger.

If the Transaction is

not

consummated:

•	Curtailing costs and consolidating operations, where feasible.
•	Seeking debt, equity and other forms of financing, including funding through strategic partnerships.
•	Reducing operations to conserve cash.
•	Investigating and pursuing transactions with third parties, including strategic transactions and relationships.

The Company management believes that these measures, coupled with cash on hand, the $25,000 per month payment from BSR and a line of credit from a related party (see Note

) will be adequate to fund its limited overhead and other cash requirements for the next

twelve

months. There can be

assurance that we will be able to consummate the Transaction or secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations. However, Boca Equity Partners LLC (“BEP”), an entity controlled by our chairman, has committed to funding operations through

April 2021

in the event the Transaction does

not

close.